Termini e condizioni

deeptrue AG, Dorfstrasse 53, CH-6375 Beckenried, Switzerland (hereinafter referred to as "deeptrue") offers the web-based software solution deeptrue and all related components and functions (hereinafter referred to as the "Platform") as well as related consulting services in the area of market analysis and marketing, which can be accessed via www.deeptrue.com.

Part A — General provisions

1. Scope of application; no use by consumers; provision of services by third parties

1.1 These General Terms and Conditions ("GTC") apply to contracts concluded between deeptrue and the customer of deeptrue ("Customer") for the use of the Platform (including projects carried out via it) by the Customer and to contracts for the provision of consulting services (each an "Individual Contract").

1.2 In addition to the provisions in this Part A of the GTC, the provisions in Part B of these GTC shall apply to the use of the Platform (including projects carried out thereon), the provisions in Part C of these GTC shall apply to Consulting Services and the provisions in Part D of these GTC shall apply to panel connections and services. Insofar as reference is made in the following to sections of these GTC without specific mention of Part A, B, C or D, the sections of the same part from which the reference is made shall be meant.

1.3 The application of the customer's general terms and conditions is excluded. Deviating, conflicting or supplementary general terms and conditions of the customer shall only become part of the contract if and to the extent that deeptrue has expressly consented to their application in writing. This requirement of consent shall apply in any case, for example even if deeptrue accepts the customer's payments without reservation in the knowledge of the customer's general terms and conditions.

1.4 deeptrue provides the platform and the consulting services under these GTC only to customers who are not consumers, i.e. if the respective services cannot be attributed to either the commercial or the independent professional activity of the end customer.

1.5 Insofar as provisions from an individual contract conflict with individual provisions of these GTC, the provisions from the respective individual contract take precedence.

1.6 deeptrue is entitled to have the services agreed in the individual contract performed in whole or in part by third parties.

2. Information on the conclusion of the contract

An individual contract is concluded if deeptrue sends the customer an offer in writing (fax or e-mail or web page within the platform is sufficient) for the specific scope of services desired and the customer accepts this offer in writing (fax or e-mail or click on "Cancel order" button is sufficient) within twelve (12) months (or any other period specified in the offer).

3. Liability

3.1 For damages caused by the free functions of the platform, deeptrue is liable to the extent provided by law.

3.2 For all other damages, the following provisions (a) to (f) apply:

• (a) deeptrue shall be liable without limitation for damages resulting from injury to life, body or health caused by a breach of duty by deeptrue, a legal representative or vicarious agent of deeptrue as well as for damages caused by the absence of a quality guaranteed by deeptrue or in case of fraudulent conduct by deeptrue.
• (b) deeptrue shall be liable without limitation for damage caused by deeptrue or a legal representative or vicarious agent of deeptrue intentionally or through gross negligence.
• (c) In the event of a breach of material contractual obligations caused by slight negligence, deeptrue's liability shall be limited to the amount of the foreseeable damage typical for the contract, except in the cases of clause 3.2(a) or clause 3.2(d). Material contractual obligations are, in the abstract, such obligations the fulfilment of which makes the proper performance of a contract possible in the first place and on the observance of which the contracting parties may regularly rely.
• (d) Liability under the Product Liability Act remains unaffected.
• (e) In all other respects, liability on the part of deeptrue is excluded.
• (f) The limitation period for claims for damages by the customer against deeptrue is one (1) year, except in the cases of sections 3.2(a), 3.2(b) or 3.2(d).

4. Confidentiality

4.1 "Confidential Information" means, with respect to a party ("Disclosing Party"), all non-public confidential information relating to the Disclosing Party's business. deeptrue and the Client will comply with this Clause 4 when exchanging Confidential Information. Confidential Information shall be designated and/or marked as confidential upon disclosure, provided that information which the party receiving such information ("Receiving Party") knew or, under the circumstances, should have known would be considered confidential or proprietary by the Disclosing Party shall be deemed to be Confidential Information even if not designated or marked as such. The Receiving Party shall keep the Confidential Information secret and shall treat it with at least the same degree of care as the Receiving Party uses to protect its own Confidential Information, but at least with reasonable care. The Receiving Party shall use the Confidential Information only for the exercise of rights and performance of obligations under the relevant Individual Agreement. Confidential Information shall only be disclosed to those employees and contractors of the Receiving Party who have a need to know such information.

4.2 The obligations under this Clause 4 shall continue for two (2) years beyond the end of the relevant Individual Contract.

4.3 Confidential Information shall not be subject to this Clause 4 to the extent that:

• (i) it becomes generally available and this is not based on a breach of this Clause 4;
• (ii) it was known to the Receiving Party prior to the time of receipt and the Receiving Party was free to use the Confidential Information without any obligation of confidentiality;
• (iii) the Receiving Party lawfully obtained the Confidential Information through a third party who is neither employed by nor otherwise affiliated with the Disclosing Party and who voluntarily and lawfully provided such information to the Receiving Party;
• (iv) the Receiving Party can prove that such information was independently accessed by employees or personnel of the Receiving Party who did not have access to the relevant Confidential Information and that no Confidential Information was used to access such information; and/or
• (v) it is required to be disclosed by law or court order or disclosure is ordered by an authority entitled to do so.

5. Amendments to the GTC

5.1 deeptrue reserves the right to amend the services offered as well as the GTC to the extent that the respective amendment is necessary to reflect changes which were not foreseeable at the time of the conclusion of the respective individual contract and the non-observance of which would affect the contractual balance between deeptrue and the customer, in particular to the extent that deeptrue (i) is obliged to bring the services into conformity with the law applicable thereto, in particular if the applicable legal situation changes; and/or (ii) thereby complies with a court judgment or an official decision directed against deeptrue; and/or (iii) has to adapt the Platform due to compelling security-related aspects.

5.2 At no time will the performance changes restrict deeptrue's fulfilment of its main contractual obligations. Part B, clause 2.6 remains unaffected.

5.3 In cases other than those set out in section 5.1, deeptrue will notify the customer in advance of the changes to the GTC. If the customer does not object to their validity within four (4) weeks after notification, the amendments shall be deemed accepted with effect for the future. If the customer objects to the amendments, deeptrue is entitled to terminate the respective contractual relationship. deeptrue will point out the effect of silence and the right of termination in the notification.

6. Data protection

6.1 deeptrue complies with the data protection provisions of the Swiss Data Protection Act and — where applicable — the European General Data Protection Regulation (GDPR).

6.2 deeptrue processes personal data in accordance with the deeptrue Privacy Policy.

6.3 Regarding the processing of personal data of survey participants provided by the customer to deeptrue, the special provisions in Part B of these GTC also apply.

7. Miscellaneous

7.1 Each individual contract concluded between the parties, including these GTC, is governed exclusively by Swiss law to the exclusion of the UN Convention on Contracts for the International Sale of Goods and international private law.

7.2 The exclusive place of jurisdiction is 6375 Beckenried, Switzerland.

7.3 Should one or more provisions of these GTC be or become invalid, the validity of the remaining provisions shall not be affected thereby.

7.4 Amendments to agreements concluded between the parties and deviations and/or amendments to the GTC must be in writing in order to be valid, subject to clause 5.

7.5 Unless otherwise provided for in these GTC or an individual contract, the customer may not transfer the rights and obligations under the individual contract to third parties, either permanently or temporarily, without the prior written consent of deeptrue.

Part B — Platform Terms of Use

1. Account

1.1 The customer may obtain a customer-company account with deeptrue ("Account") upon request by deeptrue. However, there is no obligation on the part of deeptrue. In order to obtain an Account, the customer must provide deeptrue with the registration data requested by deeptrue. The conclusion of the corresponding account agreement ("Account Agreement") between the customer and deeptrue is free of charge. In this respect, the sending of the registration data constitutes the offer to conclude the account contract. With the first use of the login data, the customer accepts this offer. If there is (only) an account agreement between deeptrue and the customer, the customer may view the functions of the platform, but may not use the platform.

1.2 Upon conclusion of the account agreement, deeptrue will provide the customer with specific personal identifiers for the use of the account ("user identifiers"). The customer is obliged to treat these User IDs as strictly confidential and not to disclose the User IDs to third parties at any time.

1.3 In accordance with the agreements made in an individual contract, deeptrue may also permit the customer to create additional User IDs for the Account for individual employees of the customer. The user IDs for employees of the customer enable them — subject to the provisions in these GTC — to access the projects or project data of the customer which the customer is carrying out or, subject to section 2.5, has carried out via the platform. A "project" is a market research study for a limited period of time, which consists of a one-time data collection (at least 10 data sets), the evaluation of the collected data and the presentation of the evaluation results. "Project Data" means in each case content, data (including but not limited to questionnaire data, panel data, etc.) and analysis results relating to a Project.

1.4 The number of agreed user IDs may not be exceeded; the Client shall ensure that the respective authorised employees treat the user IDs confidentially and do not disclose them to third parties at any time.

1.5 The simultaneous use of the same user ID via several end devices is not permitted.

1.6 The customer is obliged to inform deeptrue immediately if he becomes aware that his user IDs are being used by unauthorised persons.

2. Scope of services

2.1 deeptrue basically offers two different types of licence packages for the fee-based use of the platform:

2.2 Further usage rights of the Client with regard to the Platform and his Account result from the agreed individual contracts, if applicable.

2.3 With the platform, deeptrue provides a technology for designing, conducting, analysing and visualising the results of surveys or market research studies. However, this technology in itself does not prevent operating errors or errors in content on the part of the Customer (e.g. unsuitable study design, suggestive questions, misleading formulations), any resulting disadvantages for data collection, for data analysis and for analysis results and/or incorrect conclusions and business decisions made on the basis of analysis results.

2.4 The customer may access the project data generated by deeptrue for the customer and/or by the customer, also to the extent that these contain customer data within the meaning of Clause 4.1, within the framework of the functionalities of the platform in accordance with the following Clauses 2.5, Clause 2.6 and Clause 4.5.

2.5 In the case of a single project licence, viewing of the project data is possible for the period specified in Clause 2.1 (a). In the case of an annual licence, access to project data is possible for the term of the contract. After expiry of the access period specified in S. 1 or S. 2, deeptrue is entitled to delete the customer's project data immediately after the end of the contract term.

2.6 deeptrue will, at its own reasonable discretion, update the platform from time to time as part of updates, upgrades and releases. Access to Project Data from Projects carried out under a previous version of the Platform can technically only be guaranteed by deeptrue for a period of two (2) years after the date of the first release of a new release of the Platform.

2.7 deeptrue provides the Platform on servers for use at the access point of deeptrue's data centre ("Delivery Point of Performance"). In order to use the platform, it is necessary that the customer has its own access to the Internet and accesses the platform at the delivery point of the service via this access. deeptrue recommends the use of the current version of the Chrome browser for error-free use of the platform, as other browsers or outdated versions of Chrome may result in a less than optimal display of the user interface.

2.8 The Platform is 98% available. Availability means, in relation to the duration of one (1) calendar year, the ratio of the period during which the Customer was able to use the Platform with an existing internet connection (plus the period during which access was not possible due to scheduled maintenance work or disruptions beyond the control of deeptrue) in relation to the length of the entire calendar year.

3. Rights of use for the platform / analysis results

3.1 Unless otherwise provided for in an individual contract, deeptrue grants the customer the locally unrestricted, limited, revocable, non-exclusive, non-sublicensable and non-transferable right to use the platform for its own operational purposes.

3.2 Unless otherwise provided for in an individual agreement, the Customer is not entitled to:

• (i) rent, lease, lend, reproduce, resell or otherwise distribute or transfer the Platform or access to the Platform, including via the Internet or any downstream public or private data network;
• (ii) use the Platform to develop other services;
• (iii) activate and use components of the Platform for which the Customer has not been granted any rights of use;
• (iv) transfer the rights of use to the Platform to third parties or grant third parties access to the Platform;
• (v) modify, translate, reproduce, decompile the program code of the Platform, investigate its functions, except to the extent permitted by mandatory law; as well as
• (vi) remove, conceal or modify legal references, in particular to intellectual property rights of deeptrue.

3.3 To the extent that the platform enables the customer to reproduce analysis results in reproducible form, e.g. by printing them out or by storing them separately, deeptrue grants the customer, subject to deviating provisions in the individual contract, the locally and temporally unlimited, revocable, non-exclusive, non-sublicensable and non-transferable right to use the reproduced items for its own purposes. Irrespective of the duplicates generated via the platform, the analysis results themselves remain freely usable by the customer at any time.

4. Obligations of the customer to cooperate; licence for customer data; rights of third parties

4.1 The customer undertakes to take appropriate measures to ensure that the hardware and software used by him in the use of the platform, including workstations, routers, data communication equipment, etc. ("IT systems") are free of any viruses, worms, Trojan horses, etc. ("malware"). Suitable measures include, in particular, that the customer uses the latest version of the operating system software and a virus scanner on its IT systems and regularly examines the IT systems used for malware and removes it. The customer shall ensure that all data which he himself stores on the servers of deeptrue in the context of the use of the platform, e.g. questionnaire data created or uploaded by the customer, panel data, images, etc. (together "Customer Data"), are free of any malware.

4.2 The customer grants deeptrue a non-exclusive, locally unlimited and time-limited right to reproduce, process, transmit and, if applicable, otherwise use the customer data to the extent necessary to fulfil deeptrue's contractual obligations to the customer.

4.3 The customer warrants:

• (i) that it is the owner of all necessary rights to the Customer Data in order to grant deeptrue the aforementioned rights,
• (ii) that the customer may freely dispose of the Customer Data, and
• (iii) that the Customer Data are not encumbered with rights of third parties which prevent use within the meaning of section 4.2.

4.4 Without prejudice to any other rights, in the event of a breach of the foregoing warranties, the customer shall indemnify deeptrue against any liability to third parties, including reasonable costs of legal defence. deeptrue is further entitled to (i) delete Customer Data that does not comply with the provisions of Clause 4.1, and (ii) delete Content that does not comply with the provisions of Clause 4.3, if the customer does not delete it immediately despite being requested to do so.

4.5 The customer is aware that deeptrue does not create back-up copies of the customer data without a separate agreement and that deeptrue is entitled to delete customer data in accordance with Clause 2.5 and/or Clause 4.4. It is the responsibility of the customer to independently create backup copies of the customer data.

5. Data protection concerning survey participants

The customer data includes personal data (in particular first name, surname, e-mail address) of survey participants made available by the customer to deeptrue (end customers of the customer, employees or similar).

deeptrue processes this personal data on behalf of the customer as a processor in accordance with the order processing agreement (Annex 1 to these GTC).

The customer warrants that it is entitled under data protection law to process and use the personal data of the survey participants provided to deeptrue in the context of the use of the platform and the other services of deeptrue. In particular, the customer warrants that deeptrue may contact the survey participants by email for participation in surveys concerning the customer and may evaluate the survey responses.

A breach of the obligations of the customer in this Clause 5 entitles deeptrue to terminate all contracts existing between the customer and deeptrue at any time without notice. Further claims (in particular claims for damages) are reserved.

6. Support services

Support services ordered by the customer, in particular consulting and technical services, will be invoiced to the customer on a time and material basis in accordance with the price list agreed in the individual contract and are subject to the provisions of Part C of these GTC.

7. Remuneration

7.1 Unless otherwise agreed in the individual contract, the agreed remuneration for an individual project licence shall be due immediately after conclusion of the contract. In the case of an individual contract for the use of the platform in accordance with the annual licence, the remuneration shall be paid in full at the beginning of the contract and then in full at the beginning of each renewal year.

7.2 Invoices shall be sent by e-mail and, at the customer's request, subsequently by post.

7.3 All agreed remunerations are net amounts and are subject to value added tax at the statutory rate.

7.4 The offsetting of counterclaims by the customer or the withholding of payments due to such claims is only permissible if the counterclaims are undisputed or have been legally established.

8. Warranty

8.1 The statutory warranty provisions shall apply to the free functions of the platform or, in the event that they are provided free of charge, to the free functions of the platform.

8.2 With regard to the provision of the platform for a fee, the statutory provisions and the following provisions (a) to (d) shall apply in the event of defects:

• (a) Strict liability for initial defects is excluded. The fault-based liability of deeptrue remains in force. In determining whether deeptrue is at fault, the customer acknowledges that software cannot in fact be created completely free of defects.
• (b) Defects will be remedied at the discretion of deeptrue either by rectification free of charge or by replacement delivery.
• (c) Termination by the customer due to failure to use the software in accordance with the contract is only permissible if deeptrue has been given sufficient opportunity to remedy the defect and this has failed.
• (d) deeptrue does not assume any warranty for the customer's Internet access, in particular for the availability and dimensioning of the Internet access. The customer is responsible for its own Internet access to the delivery point of the service.

9. Term of the Account Contract; Termination

9.1 The account contract is concluded for an indefinite term. After termination of an account contract by the customer, the customer no longer has access to his account.

9.2 An Account Contract does not end as long as at least one (1) individual contract is still running for the Account of the Client. After expiry of the last individual contract, the account contract does not end automatically.

9.3 An individual contract for the use of the platform in accordance with the annual licence has an initial term of one (1) year and may be terminated at the earliest with three (3) months' notice to the end of the initial term. If no notice of termination is given or if no notice of termination is given in due time, the Individual Contract shall be renewed for one (1) further year at a time unless either party terminates it with three (3) months' notice to the end of the respective renewal period.

9.4 The statutory rights of both parties to extraordinary termination shall remain unaffected.

9.5 Notice of termination must be given in writing.

Part C — Consulting Conditions

1. Scope of services

1.1 The scope of the consulting services specifically owed by deeptrue, the time of performance, the start of the term and duration in the case of ongoing services, the remuneration and any additional terms agreed will be set out in the relevant individual contract.

1.2 The place of performance is the location agreed in the individual contract. If no specific place of use is specified in the individual contract, the place of performance is the registered office of deeptrue.

2. Rights to performance results / protection of intellectual property rights

The customer is entitled to an unlimited, revocable, non-exclusive, non-sublicensable and non-transferable right of use in accordance with the purposes described in more detail in the respective individual contract for the work results created by deeptrue within the scope of the consulting services and provided to the customer. Unless otherwise agreed in the individual contract, the customer may use the work results produced within the scope of the consulting services exclusively for his own purposes.

3. Obligations of the client to cooperate

In order to provide the consulting services, deeptrue is dependent on the support and cooperation of the customer. In particular, the customer is obliged to provide the employees of deeptrue or the third parties commissioned with the provision of the consulting services with all the necessary work equipment, information and documents in full, in good time and in the required quantity.

4. Remuneration

4.1 Unless otherwise agreed in the individual contract, the remuneration for the consulting services is based on the price list agreed in the individual contract.

4.2 Unless otherwise agreed in the individual contract, the agreed remuneration shall be due as follows:

• (a) in the case of remuneration on a fee basis ("time and material"), monthly in arrears;
• (b) in the case of remuneration on a fixed price basis, the agreed fixed price shall be paid in full immediately after conclusion of the individual contract.

4.3 deeptrue will issue invoices for the services due; these are payable immediately upon receipt of the invoice (e-mail) from deeptrue by the customer.

4.4 Invoices will be sent by e-mail and subsequently, at the customer's request, by post.

4.5 All agreed remunerations are net amounts and are exclusive of value added tax at the statutory rate.

4.6 The offsetting of counterclaims by the customer or the withholding of payments due to such claims is only permissible if the counterclaims are undisputed or have been legally established.

5. Term of the contract; termination

5.1 If a specific period of time or specific calendar dates have been agreed for the provision of the consulting services, neither party shall be entitled to terminate the individual contract for cause. If the consultancy services are agreed for an indefinite period, either party may terminate the individual contract with one (1) month's notice to the end of the quarter.

5.2 The statutory rights of both parties to extraordinary termination for good cause remain unaffected.

5.3 Declarations of termination must be in writing. Termination of the individual contract shall not affect the term and validity of the other consulting contracts and other agreements concluded between the parties.

Part D — Conditions for Panel Connections and Services

1. Scope of services

1.1 In addition to the connection of its own panel, the customer has the option of commissioning deeptrue to collect survey data within the framework of a project ("panel service"). A customer's own panel means the collection of survey data through a sample provided by the customer.

1.2 The exact scope of services of a panel service shall be agreed by the parties within the framework of an individual contract.

1.3 deeptrue has the right to engage subcontractors for the performance of the panel services.

2. Remuneration

2.1 deeptrue will issue invoices for the panel services at the beginning of the survey; these are payable immediately upon receipt of the invoice (e-mail) from deeptrue by the customer.

2.2 Invoices will be sent by e-mail and subsequently, at the customer's request, by post.

2.3 All agreed remunerations are net amounts and are exclusive of value added tax at the statutory rate.

2.4 The offsetting of counterclaims by the client or the withholding of payments due to such claims is only permissible if the counterclaims are undisputed or have been legally established.

3. Anonymity of respondents

3.1 In the case of panel services, the respondents remain anonymous to the client as a matter of principle.

3.2 In the course of a survey, the customer may not collect any data that make the participants recognisable or identifiable ("anonymisation requirement"). This also applies to technical means of identification (e.g. time stamp analysis or URL parameters).

3.3 The anonymisation requirement cannot be waived by the participant's consent to the collection of personal data.

3.4 In the event of the connection of an own panel, Clause 3.2 and Clause 3.3 shall apply mutatis mutandis.

4. Panel data

The panel data generated within the scope of the panel services are project data, but not customer data within the meaning of Part B Clause 4.1. However, to the extent necessary for the fulfilment of the obligations of deeptrue, Part B Clause 4.2 applies accordingly.

5. Term of contract; termination

5.1 Insofar as an interview period has been agreed for the provision of the panel services, neither party is entitled to terminate the individual contract with due notice.

5.2 The statutory rights of both parties to extraordinary termination for good cause shall remain unaffected.

5.3 Declarations of termination must be in writing. Termination of an individual contract shall not affect the term and validity of the other individual contracts and other agreements concluded between the parties.

Status 12.01.2021